MEREO BIOPHARMA GROUP PLC

Transcription

1 THIS DOCUMENT AND THE ENCLOSED FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant, or other independent financial adviser duly authorised under the FSMA, if you are resident in the United Kingdom, or if not, another appropriately authorised independent adviser. If you have sold or otherwise transferred all of your holdings of Ordinary Shares, you should immediately forward this Document and the accompanying Form of Proxy as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. If you have sold or otherwise transferred some of your Ordinary Shares, you should contact the bank, stockbroker or other agent through whom the sale or transfer was effected. This Document does not constitute an offer to buy, acquire or subscribe for (or the solicitation of an offer to buy, acquire or subscribe for) Ordinary Shares, ADSs, Global Offering Shares or any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Document does not contain an offer of transferable securities within the meaning of section 102B of FSMA and does not constitute a prospectus within the meaning of section 85 of FSMA. Neither does it constitute an admission document drawn up in accordance with the AIM Rules for Companies. This Document has not been examined or approved by the FCA or the London Stock Exchange or any other regulatory authority. If the Global Offering is completed, an application will be made for the ADSs to be admitted to trading on Nasdaq in due course. Application will also be made to the London Stock Exchange for the Global Offering Shares to be admitted to trading on AIM in due course. The Global Offering Shares will, when issued, rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares and otherwise rank pari passu in all respects with the Ordinary Shares. This Document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company at pages 5 to 8 of this Document, which recommends that you vote in favour of the Resolution to be proposed at the General Meeting. The Notice of General Meeting to be held at the offices of Latham & Watkins (London) LLP at 99 Bishopsgate, London EC2M 3XF at 12:00pm (noon) on 6 April 2018 is set out at the end of this Document. The accompanying Form of Proxy for use in connection with the General Meeting should be completed by Shareholders and returned as soon as possible but in any event so as to be received by the Company s registrar, Link Asset Services, at PXS1, 34 Beckenham Road, Beckenham Kent BR3 4ZF, United Kingdom by no later than 12:00pm (noon) on 4 April 2018 (or, in the case of an adjournment of the General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting). The completion and return of a Form of Proxy will not preclude Shareholders from attending and voting at the General Meeting should they so wish. MEREO BIOPHARMA GROUP PLC (incorporated and registered in England and Wales under the Companies Act 2006 with company number ) Proposed adoption of New Articles of Association and Notice of General Meeting This Document is being provided to you solely for the purposes of considering the Resolution to be voted upon at the General Meeting to be held on 6 April This Document does not constitute an offer, or the solicitation of an offer, to buy or to subscribe for, nor shall there be any sale or subscription of, the Ordinary Shares, ADSs or Global Offering Shares or any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The distribution of this Document in certain jurisdictions may be restricted by law and therefore persons into whose possession this Document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Shareholders who are residents or citizens of any country other than the United Kingdom and any persons (including, without limitation, custodians, nominees and trustees) who have a contractual or other legal obligation to forward this Document to a jurisdiction outside the United Kingdom should seek appropriate advice before taking any action. Copies of this Document will be available free of charge to the public during normal business hours on any day (Saturdays, Sundays and public holidays excepted) at the offices of the Company at 4th Floor, One Cavendish Place, London, England, W1G 0QF. A copy of this Document will be available on the Company s website Cautionary note regarding forward-looking statements: This Document contains statements about the Company that are or may be forward-looking statements. All statements, other than statements of historical facts, included in this Document may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words targets, plans, believes, expects, aims, intends, will, may, should, anticipates, estimates, projects or words or terms of similar substance or the negative thereof, are forward-looking statements. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of the Company. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or

2 achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward-looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules for Companies, MAR, and/or the DTRs), the Company does not undertake any obligation to update publicly or revise any forwardlooking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to the Company or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this Document are based on information available to the Directors of the Company at the date of this Document, unless some other time is specified in relation to them, and the posting or receipt of this Document shall not give rise to any implication that there has been no change in the facts set forth erein since such date. 2

3 CONTENTS Page EXPECTED TIMETABLE OF PRINCIPAL EVENTS... 4 LETTER FROM THE CHAIRMAN... 5 DEFINITIONS... 9 NOTICE OF GENERAL MEETING

4 EXPECTED TIMETABLE OF PRINCIPAL EVENTS 2018 (1) This Document is posted to Shareholders (by first class post)... 20March 2018 Latest time and date for receipt of completed Forms of Proxy... 12:00pm (noon) on 4 April 2018 General Meeting... 12:00pm (noon) on 6 April 2018 Note: (1) Each of the times and dates above are indicative only and refer to London time. If any of the details contained in the timetable above should change, the revised times and dates will be notified to Shareholders by means of an announcement through a regulatory information service. 4

5 PART ONE LETTER FROM THE CHAIRMAN MEREO BIOPHARMA GROUP PLC Directors: Registered office: Dr. Peter Fellner (Chairman) 4th Floor Dr. Denise Scots-Knight (Chief Executive Officer) One Cavendish Place Mr. Richard Jones (Chief Financial Officer) London Mr. Peter Bains (Non-Executive Director) England W1G 0QF Dr. Frank Armstrong (Non-Executive Director) Mr. Paul Blackburn (Non-Executive Director) Dr. Anders Ekblom (Non-Executive Director) Mr. Kunal Kashyap (Non-Executive Director) (incorporated and registered in England and Wales under the Act with registered number ) 20 March 2018 Dear Shareholder PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION AND NOTICE OF GENERAL MEETING 1. Introduction On 18 December 2017, the Company announced that it plans to conduct a registered initial public offering in the United States. The exact timing of the Global Offering, the number of, and the price range for, the ADSs and, if applicable, Ordinary Shares to be offered and sold in the Global Offering have not yet been determined. The Global Offering is subject to the SEC satisfactorily completing its review of the Company s registration statement related thereto, and will be subject to market and other conditions. There is no assurance that the Global Offering will be completed. If the Global Offering is completed, the Company will apply to list the ADSs on Nasdaq in due course and application will also be made to the London Stock Exchange for the Global Offering Shares to be admitted to trading on AIM in due course. The Directors believe that the Global Offering will provide the Company with the opportunity to continue to build value for Shareholders and will provide access to further capital, primarily to enable the Company to fund its clinical development program. In connection with, and to facilitate, the Global Offering and listing of the ADSs on Nasdaq, the Company has been advised that it is necessary to amend the Articles. The Company intends to utilise its existing shareholder authorities granted in June 2016 to allot shares on a non pre-emptive basis in order to allot and issue the Global Offering Shares and therefore is not seeking any additional authorities in this regard. The purpose of this Document is for the Directors to explain: (i) the background to and the reasons for the Global Offering; (ii) the background to the adoption of the New Articles; and (iii) why the Board considers the Global Offering and the adoption of the New Articles to be in the best interests of the Company and the Shareholders as a whole, and why the Directors recommend that you vote in favour of the Resolution to adopt the New Articles. 2. Background to and reasons for the Global Offering The Company is a multi-asset biopharmaceutical company focused on the acquisition, development, and commercialisation of innovative therapeutics that aim to improve outcomes for patients with rare and specialty diseases. The Company s portfolio consists of four clinical-stage product candidates, each of which were acquired from large pharmaceutical companies. The Company is developing BPS-804 for the treatment of osteogenesis imperfecta (or OI ), AZD-9668 for the treatment of severe alpha-1 antitrypsin deficiency (or AATD ), BCT-197 for the treatment of acute exacerbations of chronic obstructive pulmonary disease (or AECOPD ) and BGS-649 for the treatment of hypogonadotropic hypogonadism (or HH ) in obese men. Each of the Company s product candidates has generated positive clinical data for the target indication or for a related indication. The Company believes its portfolio is well diversified because each of its product candidates employs a different mechanism of action and targets a separate indication. The Company intends to develop and directly 5

6 commercialise its rare disease product candidates. For its specialty disease product candidates, the Company intends to develop them through late-stage clinical milestones and then seek strategic relationships for further clinical development and/or commercialisation. The Company s strategy is to selectively acquire product candidates that have already received significant investment from pharmaceutical companies and that have substantial pre-clinical, clinical, and manufacturing data packages. Since the Company s inception in March 2015, the Company has successfully executed on this strategy by acquiring its current product candidates from Novartis and AstraZeneca. The Company has commenced large, randomized, placebo-controlled Phase 2 clinical trials for three of its product candidates, two of which are fully enrolled. In December 2017, the Company reported top-line data from its completed Phase 2 dose-ranging clinical trial for BCT-197. The Company intends to commence additional late-stage clinical trials in Details of the Global Offering The exact timing of the Global Offering, and the precise number of and price for the ADSs and, if applicable, Ordinary Shares to be offered and sold by the Company, will be determined by the Directors during the offering process. There is no assurance that the Global Offering will be completed, nor is there certainty as to the timing of the Global Offering or the number or price of any securities to be issued in connection therewith. The ADSs will be negotiable instruments issued by the depositary bank and each ADS will represent ownership of a fixed number of Ordinary Shares (which will be determined by the Directors during the offering process). There will be no offer to the public in the United Kingdom (including to the Company s existing Shareholders generally) of ADSs or Ordinary Shares in connection with the Global Offering. A limited number of institutional Shareholders may participate in the Global Offering. Once the Company s registration statement relating to the Global Offering is declared effective by the SEC, the Company will be obliged, pursuant to the rules and regulations of the SEC applicable to foreign private issuers, to file certain periodic reports and other information with the SEC, and to comply, along with its Shareholders, with certain other SEC and Nasdaq rules and applicable securities laws. These reports will be available to all members of the public (including Shareholders) on the SEC s website at The Directors intend to maintain the admission of the Ordinary Shares to trading on AIM alongside listing of the ADSs on Nasdaq. Accordingly, Shareholders will continue to be able to deal in Ordinary Shares on AIM and, in due course, may also deal in ADSs on Nasdaq. In order to deal on Nasdaq, Shareholders will be required to convert their Ordinary Shares into ADSs (see below for more information). A consequence of compliance with SEC and Nasdaq rules and applicable securities laws is that, once the Company is a publicly-traded company in the US, any person or group of persons who acquires beneficial ownership of more than 5 per cent of the Company s outstanding Ordinary Shares (including Ordinary Shares represented by ADSs) will be required to file a Schedule 13D or 13G with the SEC. The term beneficial owner is defined under SEC rules and includes any person who directly or indirectly shares voting power or investment power over the Ordinary Shares or ADSs. The Schedule 13D or 13G reports the acquisition and other information within ten days after the purchase, and any material changes in the facts contained in the schedule require a prompt amendment. Notwithstanding the listing of the ADSs on Nasdaq, the Company will continue to be subject to the AIM Rules for Companies and the City Code on Takeovers and Mergers. All ADSs registered in the Global Offering will be immediately available for unrestricted resale following the effectiveness of the registration statement relating to the Global Offering. The Ordinary Shares, including those that are admitted to trading on AIM prior to the effective date of the Global Offering, will continue to trade on AIM. All existing issued Ordinary Shares which are not held by affiliates of the Company will be eligible for conversion into ADSs and resale upon listing on Nasdaq. Shareholders should consult their legal advisers as to whether they are affiliates of the Company for the purposes of US securities law. All Ordinary Shares held by affiliates of the Company will be restricted securities under US securities law and will not be able to be sold in the United States without an effective registration statement or an exemption from registration. 6

7 Sales by affiliates will also be subject to manner of sale provisions, notice requirements, and the Company s compliance with the Securities Act reporting obligations. Affiliates seeking to sell their Ordinary Shares and, in due course, any related ADSs should consult their legal advisers as to the requirements applicable to any sale of ADSs in the United States. If a Shareholder holding Ordinary Shares wishes to sell them on Nasdaq, that Shareholder would need to convert those Ordinary Shares into ADSs by depositing such shares with the custodian for the depositary bank against the issuance of the corresponding number of ADSs before selling the ADSs through a broker on Nasdaq in compliance with US securities law. Any Shareholder considering converting Ordinary Shares into ADSs should consult their stockbroker. The Global Offering is subject to, among other things, the passing of the Resolution as set out in paragraph 4 below. 4. Background to the New Articles In connection with, and to facilitate, the Global Offering and listing of the ADSs on Nasdaq, the Company has been advised that it is necessary to amend the Articles. Accordingly, it is proposed that the Company will adopt the New Articles at the General Meeting. The New Articles make a number of changes that are necessary in the circumstances of the Global Offering and listing of the ADSs on Nasdaq. These changes include matters such as: allowing payment of dividends in any currency (e.g., sterling and US dollars); allowing the Directors to decide how any costs involved in declaring or paying dividends in any currency are to be met; requiring the vacation of office by a Director if he becomes prohibited by the Nasdaq rules from being a director; and including specific provisions in relation to an approved depositary, i.e., the depositary bank for the ADSs or their appointed custodian. The New Articles also make a number of changes that are either administrative in nature or reflect certain updates in applicable law and/or best practice for companies such as the Company. The New Articles and the current Articles (and a comparison of changes to the current Articles) are available for inspection on the Company s website at Hard copies of the New Articles (and the aforementioned comparison of changes to the current Articles) are available for inspection during normal business hours at Company s office at 4th Floor, One Cavendish Place, London, England, W1G 0QF from the date of this Document until the close of the General Meeting, and will be available for inspection at the General Meeting at least 15 minutes prior to the start of the General Meeting and up until the close of the meeting. 5. General Meeting A notice convening the General Meeting, which is to be held at Latham & Watkins (London) LLP at 99 Bishopsgate, London EC2M 3XF at 12:00pm (noon) on 6 April 2018, is set out at the end of this Document. At the General Meeting, the Resolution to adopt the New Articles will be proposed as a special resolution. 6. Action to be taken in respect of the General Meeting Enclosed with this Document is a Form of Proxy for use by Shareholders at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete and return the Form of Proxy to the Company registrar, Link Asset Services, at PXS1, 34 Beckenham Road, Beckenham Kent BR3 4ZF, United Kingdom in accordance with the instructions printed thereon. To be valid, completed Forms of Proxy must be received by Link Asset Services at the above address as soon as possible and in any event not later than 12:00pm (noon) on 4 April 2018 (or in the case of an adjournment of the General Meeting, not less than 48 hours before the time fixed for the holding of the adjourned meeting). Completion of a Form of Proxy will not preclude you from attending the General Meeting, or any adjournment thereof, and voting in person if you so choose. 7

8 7. Directors Recommendation and Voting Intentions The Directors consider the Global Offering and the adoption of the New Articles to be in the best interests of the Company and its Shareholders as a whole and accordingly unanimously recommend that the Shareholders vote in favour of the Resolution to be proposed at the General Meeting as they intend to do in respect of their own beneficial holdings amounting, in aggregate, to 2,831,910 Ordinary Shares, representing approximately 4 per cent of the issued capital of the Company as at 19 March 2018, the last practicable date prior to the publication of this Document. Yours faithfully, Dr. Peter Fellner Chairman 8

9 DEFINITIONS The following words and expressions shall have the following meanings in this Document, unless the context requires otherwise: Act... thecompanies Act 2006; ADSs... American Depositary Shares, each of which represents a fixed number of Ordinary Shares (which is yet to be determined), proposed to be issued pursuant to the Global Offering, to be registered and issued by the depositary bank; AIM... AIM Rules for Companies... Articles... AstraZeneca... Circular or Document... Company... AIM, a market operated by the London Stock Exchange; the rules and guidance for companies whose shares are admitted to trading on AIM entitled AIM Rules for Companies published by the London Stock Exchange, as amended from time to time; the articles of the association of the Company in force at the date of this Document; AstraZeneca AB; this circular prepared in relation to the General Meeting; Mereo BioPharma Group plc; CREST... the computerised settlement system to facilitate transfer of title to or interests in securities in uncertificated form operated by Euroclear UK & Ireland Limited; Directors or Board... DTRs... FCA... FSMA... Form of Proxy... General Meeting... Global Offering... Global Offering Shares... London Stock Exchange... the directors of the Company as at the date of this Document, whose names are set out on page 5 of this Document and a Director means any one of them; the FCA s Disclosure Guidance and Transparency Rules; theuk s Financial Conduct Authority; the Financial Markets and Services Act 2000 (as amended); the form of proxy for use in relation to the General Meeting enclosed with this Document; the General Meeting of the Company, notice of which is set out at the end of this Document; the potential United States registered public offering of Ordinary Shares to be represented in the form of ADSs and, as applicable, the potential concurrent private placement of Ordinary Shares; the Ordinary Shares to be issued by the Company pursuant to the Global Offering in the form of ADSs and, as applicable, Ordinary Shares; London Stock Exchange plc; MAR... themarket Abuse Regulation (EU 596/2014); Nasdaq... 9 TheNasdaq Global Market;

10 New Articles... Notice of General Meeting... Novartis... Ordinary Shares... Resolution... Securities Act... SEC... Shareholders... Sterling or... UK or United Kingdom... uncertificated or in uncertificated form... U.S. or United States... the new articles of association of the Company proposed to be adopted at the General Meeting; the notice convening the General Meeting as set out at the end of the Document; Novartis Pharma AG; ordinary shares of each in the capital of the Company; the resolution to be proposed at the General Meeting as set out in the Notice of General Meeting; theu.s. Securities Act of 1933, as amended; theu.s. Securities and Exchange Commission; theholders of Ordinary Shares; pounds sterling, the basic unit of currency in the UK; the United Kingdom of Great Britain and Northern Ireland; a share or security recorded in the Company s register of members as being held in uncertificated form, title to which may be transferred by means of CREST; and theunited States of America. 10

11 NOTICE OF GENERAL MEETING MEREO BIOPHARMA GROUP PLC (incorporated and registered in England and Wales under the Companies Act 2006 with registered number ) NOTICE IS HEREBY GIVEN that a General Meeting of Mereo BioPharma Group plc (the Company ) will be held at the offices of Latham & Watkins (London) LLP at 99 Bishopsgate, London EC2M 3XF at 12:00pm (noon) on 6 April 2018 to consider, and if thought fit, pass the following resolution as a special resolution. Unless the context requires otherwise, words and expressions defined in the Circular from the Company to its Shareholders dated 20 March 2018, of which this notice forms part, have the same meanings when used in this notice. SPECIAL RESOLUTION THAT, the articles of association tabled at the meeting and labelled the New Articles and initialled by the Chairman of the meeting be approved and adopted as the new articles of association of the Company in substitution for and to the entire exclusion of the existing Articles. 20 March 2018 Registered Office: 4th Floor One Cavendish Place London England W1G 0QF By order of the Board Charles Sermon Company Secretary Notes: Entitlement to attend and vote 1. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those Shareholders registered on the Company s register of members at: a. close of business on 4 April 2018; or b. if the General Meeting is adjourned, close of business on the day that is two days prior to the adjourned meeting, shall be entitled to attend and vote at the General Meeting or adjourned meeting (as applicable) in respect of the number of Ordinary Shares registered in their name at the time. Changes to entries on the register of members after this time shall be disregarded in determining the rights of any person to attend or vote at the General Meeting. Website giving information regarding the General Meeting 2. Information regarding the General Meeting can be found at Appointment of proxies 3. If you are a Shareholder of the Company at the time set out in note 1 above, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the General Meeting and you should have received a Form of Proxy with this Notice of General Meeting. You can only appoint a proxy using the procedures set out in these notes and the notes to the Form of Proxy. 4. A proxy does not need to be a Shareholder of the Company but must attend the General Meeting to represent you. Details of how to appoint the Chairman of the General Meeting or another person as your proxy using the Form of Proxy are set out in the notes to the Form of Proxy. If you wish your proxy to speak on your behalf at the General Meeting you will need to appoint your own choice of proxy (not the Chairman) and give your instructions directly to them. 11

12 5. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not appoint more than one proxy to exercise rights attached to any one share. If you are appointing more than one proxy you must indicate the number of Ordinary Shares in respect of which you are making this appointment. You should include the number in the box provided for your first named proxy and either obtain (an) additional Form(s) of Proxy from the registrar of the Company at Link Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, United Kingdom or you may photocopy the Form of Proxy. Please return all the forms together and tick the box to indicate each form is one of multiple instructions being given. Please take care when completing the number of shares; if the total number of shares exceeds the total number held by the Shareholder, all appointments may be invalid. All Forms of Proxy must be signed and should be returned together in the same envelope. 6. Appointment of a proxy does not preclude a Shareholder from attending the General Meeting and voting in person. If you wish to attend the General Meeting in person, please bring with you the attendance card accompanying this Notice of General Meeting. This will authenticate your right to attend, speak and vote at the General Meeting and assist us in registering your attendance without delay. 7. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act 2006 (nominated persons). Nominated persons may have a right under an agreement with the registered Shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights. Appointment of proxy using hard copy Form of Proxy 8. The notes to the Form of Proxy explain how to direct your proxy to vote on the resolution or withhold their vote. To validly appoint a proxy using the Form of Proxy, the form must be: a. completed and signed; and b. sent or delivered to the Company s registrar s address at Link Asset Services, PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, United Kingdom not less than 48 hours before the time appointed for holding the General Meeting or adjourned meeting to which it relates. 9. In the case of a poll taken more than 48 hours after it is demanded, the Form of Proxy must be delivered to PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, United Kingdom not less than 24 hours before the time appointed for the taking of the poll. In the case of a poll not taken during the General Meeting but taken not more than 48 hours after it was demanded, the Form of Proxy must be delivered: a. in accordance with note 1 above; or b. at the meeting at which the poll was demanded to the Chairman, secretary or any Director. 10. In the case of a Shareholder which is a company, the Form of Proxy must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. 11. Any power of attorney or any other authority under which the Form of Proxy is signed (or a duly certified copy of such power of authority) must be included with the Form of Proxy not less than 48 hours before the time appointed for holding the General Meeting or adjourned meeting to which it relates Appointment of proxy electronically 12. As an alternative to completing the hard-copy Form of Proxy, you can appoint a proxy electronically by visiting You will be asked to enter your Investor Code shown on your share certificate or Form of Proxy and agree to certain terms and conditions. For an electronic proxy appointment to be valid, your appointment must be received by Link Asset Services not less than 48 hours before the time appointed for holding the General Meeting or adjourned meeting to which it relates. Appointment of proxies through CREST 13. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic appointment service, may do so for the General Meeting and any adjournment(s) thereof by utilising the procedures described in the CREST Reference Manual issued by Euroclear UK & Ireland Limited (the CREST Manual ). CREST personal members or other CREST sponsored members and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. 12

13 14. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message must be properly authenticated in accordance with Euroclear UK & Ireland Limited s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer s agent, Link Asset Services (ID: RA10) by the latest time for receipt of proxy appointments specified in these notes. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. 15. CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST Proxy instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings. 16. The Company may treat as invalid a CREST Proxy instruction in the circumstances set out in Regulation 35(5) (a) of the Uncertified Securities Regulations Appointment of proxy by joint holders 17. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Company s register of members in respect of the joint holding (the first-named being the most senior). Changing proxy instructions 18. To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded. 19. Where you have appointed a proxy using the hard-copy Form of Proxy and would like to change the instructions using another hard-copy Form of Proxy, please contact Link Asset Services at PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, United Kingdom. 20. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence. Termination of proxy appointments 21. Any appointment under a Form of Proxy may only be revoked by delivering a notice in writing given by or on behalf of the person by whom or on whose behalf the Form of Proxy was given to PXS1, 34 Beckenham Road, Beckenham, Kent BR3 4ZF, United Kingdom. 22. A notice revoking a proxy appointment only takes effect if it is delivered before: a. the start of the General Meeting or adjourned meeting to which it relates; or b. (in the case of a poll not taken on the same day as the General Meeting or adjourned meeting) the time appointed for taking the poll to which it relates. 23. Appointment of a proxy does not preclude you from attending the General Meeting (or any adjournment thereof) and voting in person. If you have appointed a proxy and attend the General Meeting (or any adjournment thereof) in person, your proxy appointment will automatically be terminated. 13

14 Corporate representatives 24. A corporation which is a Shareholder can appoint one or more corporate representatives who may exercise, on its behalf, all its powers as a Shareholder provided that no more than one corporate representative exercises powers over the same Ordinary Shares. Verification of identity 25. Shareholders, proxies and authorised representatives will be required to provide their names and addresses for verification against the register of members and proxy appointments received by the Company before entering the General Meeting. Each authorised representative must produce proof of his or her appointment, in the form of the actual appointment or a certified copy. Other than this, there are no procedures with which any such persons must comply in order to attend and vote at the General Meeting. Issued shares and total voting rights 26. As at close of business on the day immediately prior to the date of posting of this notice of General Meeting, the Company s issued share capital comprised 71,094,974 Ordinary Shares. Each Ordinary Share carries the right to one vote at a general meeting of the Company and, therefore, the total number of voting rights in the Company as at close of business on the day immediately prior to the date of posting of this Notice of General Meeting is 71,094,974. Electronic address 27. You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act 2006) provided in this Notice of General Meeting (or in any related documents including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated. 14

15 Donnelley Financial Solutions